The restrictions described in this section will not be construed to prevent the Executive from(a) investing his personal assets in (i) businesses that do not compete or do business with theCompany and do not require the Executive to perform any services connected with the operation oraffairs of the businesses in which the investment is made or (ii) stocks or corporate securitiesdescribed in Section 10 but subject to the limits described in that section, or (b) participatingin, or serving as a trustee or director of, civic and charitable organizations or activities, butonly if this activity does not interfere with the performance of his duties under this Agreement.     3. **Duties**. The Executive shall perform the duties, undertake the responsibilities,and exercise the authority customarily performed, undertaken, and exercised by persons employed ina similar executive capacity. The Executive shall report to the Board.     4. **Term**. Subject to earlier termination as hereinafter provided, this Agreement iseffective as of May 1, 2009 (the “Effective Date” and shall have a term of five (5) yearscommencing as of the Effective Date (the “Term”). The Term may be extended or renewed only bywritten agreement signed by the Executive and an expressly authorized representative of the Board.     5. **Compensation**.          a. As compensation for his services rendered under this Agreement, the Executive shall beentitled to receive the following in addition to any discretionary awards that the CompensationCommittee determines in its sole discretion from time to time:               i. **Base Salary**. The Executive shall be paid an initial base salary of $770,000.00 forthe first fiscal year of the Term. Thereafter, the base salary shall be determined by theCompensation Committee in its sole discretion on an annual basis (“Base Salary”) during the Term ofthis Agreement, payable in 26 equal bi-weekly installments or, if different, the Company’s regularpayroll schedule, prorated for any partial employment month.               ii. **Annual Cash Bonus**. The Executive shall be eligible for an annual cash bonus(“Bonus”) as may be determined and authorized in the sole discretion of the Compensation Committeebased upon reasonable performance goals that the Compensation Committee establishes in good faith.Some or all of the Bonus may, in the sole discretion of the Compensation Committee, be subject toperformance goals designed to comply with the performance-based compensation exception underSection 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor ruleor regulation. The Executive’s target Bonus opportunity shall be determined by the CompensationCommittee in its sole discretion on an annual basis, except that the Executive’s target Bonusopportunity for any given year during the Term will not be less than 100% of his Base Salary unlessthe parties mutually agree to reduce the percentage as part of a negotiated restructuring of theExecutive’s compensation.               iii. **Performance Incentive Plan**. As may be determined and authorized from time totime in the sole discretion of the Compensation Committee, and subject to the terms and conditionsof any equity compensation plans and award agreements governing the grant of equity awards, theExecutive shall be eligible to participate in the Company’s
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Performance Incentive Plan or successor program (the “PIP”), with a targeted equity award(“TEA”) based upon a percentage of the Executive’s Base Salary. Per the terms of the PIP, afterthe end of each fiscal year, the Compensation Committee shall make an equity grant to theExecutive, the value of which will be based on the Executive’s TEA. Any equity grants madepursuant to the PIP shall be dependent upon the achievement of performance goals, and the vestingand other terms and conditions of such equity grants shall be determined by the CompensationCommittee in its sole discretion.               iv. **Long-Term Performance-Based Incentive Award****.**The Executive shall be entitled toreceive a special long-term performance-based incentive award (the “Long-Term Performance-BasedIncentive Award”) for the five-year performance period beginning on April 25, 2009 and ending onApril 25, 2014 (the “Five-Year Performance Period”). The Long-Term Performance-Based IncentiveAward shall be comprised of five individual grants of performance shares at the beginning of eachfiscal year during the Five-Year Performance Period, the vesting of which will be based upon theattainment of both annual performance objectives as well as overall performance objectives for theFive-Year Performance Period. The terms and conditions of the Long-Term Performance-BasedIncentive Award and the individual grants of performance shares comprising the Long-TermPerformance-Based Incentive Award shall be substantially similar to the terms and conditions setforth in Appendices A (the CEO Long-Term Performance-Based Incentive Award Program — Conditionsfor the Five-Year Performance Period) and B (the CEO Long-Term Performance-Based Incentive AwardProgram — Fiscal Year Performance Share Award Agreement) hereto. The Company’s obligation toprovide this Long-Term Performance-Based Incentive Award shall not extend to any renewal oramendment of this Agreement, unless expressly provided in such renewal or amendment.     6. **Benefits**. In addition to the compensation to be paid to the Executive pursuant toSection 5 hereof, the Executive shall be entitled to receive the following benefits, subject to theCompany continuing to sponsor and maintain such benefits for its senior executive officers andsubject to any modification or amendment to the plans or policies governing such benefits:          a. **Participation in Employee Plans**. In addition to the plans described in thisAgreement, the Executive shall be entitled to participate in any health, disability, or grouplifeinsurance plan; any pension, retirement, or profit sharing plan; any executive bonus plan; and anyother perquisites and fringe benefits, in which the Executive is eligible to participate and whichmay be extended from time to time to the Company’s senior executive officers.          b. **Non-Qualified Deferred Compensation Plans**. In accordance with the terms containedtherein, the Executive shall be eligible to participate in the Company’s Supplemental ExecutiveRetirement Plan and the Company’s Executive Deferral Program.          c. **Vacation**. The Executive shall be entitled to a minimum of four weeks vacation withfull salary and benefits each fiscal year. Under current Company policy (which may be changed atthe discretion of the Company) no cash or other payment will be due, however, for unused vacationand vacation may not be carried over from any fiscal year to the next. Upon any termination of theExecutive’s employment, earned and unused vacation accrued
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in the fiscal year in which the termination occurs will be paid in accordance with theCompany’s policy then in effect.          d. **Automobile**. The Company shall provide the Executive with the use of an automobileor a monthly allowance in accordance with the Company’s automobile policy for officers, as approvedby the Compensation Committee. If a monthly allowance is provided pursuant to this Section 6(d),such allowance shall be paid to the Executive in substantially equal bi-weekly installments or, ifdifferent, the Company’s regular payroll schedule, which will be not less than monthlyinstallments.     7. **Reimbursement of Expenses**.          a. **Business Expense Reimbursements**. Subject to such rules and procedures as from timeto time are specified by the Company and in accordance with the Company’s expense reimbursementpolicy (which may be changed at the discretion of the Company), the Company shall reimburse theExecutive for reasonable business expenses necessarily incurred in the performance of his dutiesunder this Agreement.          b. **Attorneys’ Fees**. The Company agrees to pay directly to the Executive’s counsel orto reimburse the Executive for his legal fees incurred in connection with the negotiation anddocumentation of this Agreement, any additional amendments to this Agreement and any renewal orextension of this Agreement; subject to the approval of the Compensation Committee, whose approvalshall not be unreasonably withheld. Any payment or reimbursement under this Section 7(b) shall bemade no later than the 15th day of the third month following the later of (i) the end of theExecutive’s taxable year during which the applicable fees are incurred or (ii) the end of theCompany’s taxable year during which the applicable fees are incurred.     8. **Confidentiality/Trade Secrets**. The Executive acknowledges that his position withthe Company is one of the highest trust and confidence both by reason of his position and by reasonof his access to and contact with the trade secrets and confidential and proprietary businessinformation of the Company. Both during the Term of this Agreement and thereafter, the Executivecovenants and agrees as follows:          a. He shall use his best efforts and exercise reasonable diligence to protect and safeguardthe trade secrets and confidential and proprietary information of the Company, including but notlimited to financial information, the identity of its customers and suppliers, its arrangementswith customers and suppliers, and its technical and financial data, records, compilations ofinformation, processes, recipes and specifications relating to its customers, suppliers, productsand services;          b. He shall not disclose any of such trade secrets and confidential and proprietaryinformation, except as may be required in the course of his employment with the Company or by law;and          c. He shall not use, directly or indirectly, for his own benefit or for the benefit ofanother, any of such trade secrets and confidential and proprietary information.
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     All files, records, documents, drawings, specifications, memoranda, notes, or other documentsrelating to the business of the Company, in whatever form, format or medium, whether prepared bythe Executive or otherwise coming into his possession, shall be the exclusive property of theCompany and shall be delivered to the Company and not retained by the Executive upon termination ofhis employment for any reason whatsoever or at any other time upon request of the Board, or, at theoption of the Company, he may destroy all such material and certify such destruction in writing tothe Company within ten (10) days following the termination of his employment or such request by theCompany.     9. **Discoveries**. The Executive covenants and agrees that he will fully inform theCompany of and disclose to the Company all inventions, designs, improvements, discoveries, andprocesses (“Discoveries”) that he has now or may hereafter have during his employment with theCompany and that pertain or relate to the business of the Company or to any experimental work,products, services, or processes of the Company in progress or planned for the future, whetherconceived by the Executive alone or with others, and whether or not conceived during regularworking hours or in conjunction with the use of any Company assets. All such Discoveries shall bethe exclusive property of the Company whether or not patent or trademark applications are filedthereon. The Executive shall assist the Company, at any time during or after his employment, inobtaining patents and other intellectual property protection on all such Discoveries deemedpatentable or otherwise protectable by the Company and shall execute all documents and do allthings necessary to obtain letters patent, vest the Company with full and exclusive title thereto,and protect the same against infringement by others, all at the expense of the Company. If suchassistance takes place after his employment is terminated, the Executive shall be paid by theCompany for any time actually spent in rendering such assistance at the request of the Company atan hourly rate equivalent to fifty percent (50%) of the Executive’s Base Salary as in effect on thedate of termination of his employment divided by 2500.     10. **Non-Competition**. The Executive covenants and agrees that during the period of hisemployment, and for a period of two (2) years following the effective date of the termination ofhis employment for any reason, he shall not, without the prior written consent of the Board,directly or indirectly, as an employee, employer, consultant, agent, principal, partner,shareholder, officer, director, member, manager or through any other kind of ownership (other thanownership of securities of publicly held corporations of which the Executive owns less than threepercent 3% of any class of outstanding securities), membership, affiliation, association, or in anyother representative or individual capacity, engage in or render, or agree to engage in or render,any services to any Competing Business. For purposes of this Agreement, “Competing Business” shallmean any business in North America that (a) is engaged in the family or casual dining restaurantindustry; (b) offers products that compete with products offered by the Company or any of itsaffiliates; (c) offers products that compete with products the Company or its affiliates have takensubstantial steps toward launching during the Executive’s employment with the Company; or (d) isengaged in a line of business that competes with any line of business that the Company or itsaffiliates enter into, or have taken substantial steps to enter into, during the Executive’semployment with the Company. During the two-year period following the Executive’s separation fromemployment with the Company, the Executive may request, in writing, the approval of the Board toprovide services to a Competing Business in a capacity that is unrelated to the business andproducts of the Company and its affiliates and that will not result
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in the unauthorized use or disclosure of trade secrets and confidential information to whichthe Executive had access by virtue of his employment with the Company. The Executive agrees toprovide any information the Board deems necessary to make this determination, and the Board shallnot unreasonably withhold its approval.     11. **Non-Solicitation**. The Executive agrees that during the period of his employment,and for a period of two (2) years following the effective date of the termination of theExecutive’s employment for any reason, he will not, either directly or indirectly, for himself orfor any third party, except as otherwise agreed to in writing by the Board, employ or hire anyother person who is then employed by the Company, or solicit, induce, recruit, or cause any otherperson who is then employed by the Company to terminate his/her employment for the purpose ofjoining, associating, or becoming employed with any other business or activity.     12. **Cooperation**.          a. The Executive agrees that during the period of his employment he will consult with, supplyinformation to, and otherwise cooperate with the Company or any of its affiliates after having beenrequested to do so.          b. Both during the Term of this Agreement and thereafter, the Executive covenants and agreesthat he will not disparage the Company or any of its affiliates.     13. **Remedies for Breach of Covenants of the Executive**.          a. The Company and the Executive specifically acknowledge and agree that the foregoingcovenants of the Executive in Sections 8, 9, 10, 11 and 12 are reasonable in content and scope andare given by the Executive for adequate consideration. The Company and the Executive furtheracknowledge and agree that if any court of competent jurisdiction or other appropriate authoritydisagrees with the parties’ foregoing agreement as to reasonableness, then such court or otherauthority shall reform or otherwise amend the foregoing covenants to the extent permitted by lawand in accordance with Section 19(b).          b. The covenants set forth in Sections 8 and 12(b) of this Agreement shall continue to bebinding upon the Executive notwithstanding the termination of his employment with the Company forany reason whatsoever, and the covenants set forth in Sections 9, 10 and 11 of this Agreement shallcontinue to be binding upon the Executive following the termination of his employment with theCompany for any reason whatsoever as provided therein. Such covenants shall be deemed andconstrued as separate agreements independent of any other provisions of this Agreement and anyother agreement between the Company and the Executive. The existence of any claim or cause ofaction by the Executive against the Company, unless predicated on this Agreement, shall notconstitute a defense to the enforcement by the Company of any or all such covenants. It isexpressly agreed that the remedy at law for the breach of any such covenant is inadequate andinjunctive relief and specific performance shall be available to prevent the breach, or anythreatened breach, thereof.     14. **Termination of Employment**. Any reference to the Executive’s “Separation fromService” or “Separate from Service” shall have the same meaning as provided in TreasuryRegulation section 1.409A-1(h). The Executive’s employment with the Company may be terminatedas follows:
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          a. **Death of the Executive**. The Executive’s employment hereunder will terminate uponhis death, and the Executive’s beneficiary (as designated by the Executive in writing with theCompany prior to his death) will be entitled to the following payments and benefits:               i. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed — all, as of the date oftermination of employment; and               ii. Any rights and benefits (if any) provided under plans and programs of the Company in whichthe Executive was participating immediately prior to his death, determined in accordance with theapplicable terms and provisions of such plans and programs.     In the absence of a beneficiary designation by the Executive, or if the Executive’s designatedbeneficiary does not survive him, payments and benefits described in this subparagraph will be paidto the Executive’s estate. All payments due under Section 14(a)(i) shall be made within thirty(30) days after the date of the Executive’s death.          b. **Disability**. The Executive’s employment hereunder may be terminated by the Companyin the event of his Disability upon not less than thirty (30) days prior written notice to theExecutive. For purposes of this Agreement, “Disability” or “Disabled” means the inability of theExecutive to engage in any substantial gainful activity by reason of any medically determinablephysical or mental impairment which can be expected to result in death or can be expected to lastfor a continuous period of not less than twelve (12) months. During any period that the Executivefails to perform his duties hereunder as a result of a Disability (“Disability Period”), theExecutive will continue to receive his Base Salary at the rate then in effect for such periodcommencing on the date the Executive is determined to be Disabled until his employment isterminated pursuant to this subparagraph; provided, however, that payments of Base Salary so madeto the Executive will be reduced by the sum of the amounts, if any, that were payable to theExecutive under any disability benefit plan, with any such offset being made in accordance withTreasury Regulation section 1.409A-3(i)(1)(ii). In the event that the Company elects to terminatethe Executive’s employment pursuant to this subparagraph, the Executive will be entitled to thefollowing payments and benefits:               i. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed — all, as of the date oftermination of employment;               ii. Any rights and benefits (if any) provided under plans and programs of the Company in whichthe Executive was participating immediately prior to the time he became Disabled, determined inaccordance with the applicable terms and provisions of such plans and programs; and
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               iii. An amount equal to the pro-rated Bonus for the then-current fiscal year based on theachievement of the applicable performance goals for such fiscal year (without pro-ration of suchperformance goals) and as approved by the Compensation Committee, which Bonus shall be paid at thesame time payments for that fiscal year are made to other participants, is intended to be paidwithin the short-term deferral period as defined in Code Section 409A and shall be pro-rated basedon the number of calendar days the Executive was employed during the fiscal year.     Any payments of Base Salary during the Disability Period shall be made in accordance with thepayroll procedures described in Section 5(a)(i) of this Agreement. Any payments due under Section14(b)(i) shall be made within thirty (30) days after the date of the Executive’s termination ofemployment.          c. **Termination of Employment for Cause**. The Company may terminate the Executive’semployment at any time for “Cause” if such Cause is determined by the Board. For purposes of thisAgreement, the following shall constitute “Cause”:               i. The Executive is convicted of — or pleads no contest/nolo contendere to — any felony orany other serious criminal offense;               ii. The Executive breaches any material provision of this Agreement (other than as related toSections 8, 9, 10, 11 and 12, which is covered by Section 14(c)(iii) below), or habitually neglectsto perform his duties under this Agreement (other than for reasons related to Disability) and suchbreach or neglect is not corrected in the Company’s good faith belief within ten (10) business daysafter receipt of written notice on behalf of the Board;               iii. The Executive breaches any provision of Section 8, 9, 10, 11 or 12, and such breach isnot corrected in the Company’s good faith belief within five (5) business days after receipt ofwritten notice on behalf of the Board;               iv. The Company reasonably determines that the Executive has intentionally acted in materialviolation of any applicable local, state or federal law relating to discrimination or harassment;               v. The Executive engages in any inappropriate relationship (romantic, sexual, or otherwise)with an employee, customer, or supplier of the Company, or misuses or abuses Company propertyand/or resources;               vi. The Executive violates the Company’s Code of Conduct or any other material Company policyapplicable to senior executives of the Company; or               vii. The Executive acts, without Board direction or approval, in an intentionally recklessmanner (but not mere unsatisfactory performance) that is materially injurious to the financialcondition of the Company.     In the event that the Company terminates the Executive’s employment for Cause, the Executivewill be entitled to the following payments and benefits:
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                    A. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed — all, as of the date oftermination of employment; and                    B. Any rights and benefits (if any) provided under plans and programs of the Company,determined in accordance with the applicable terms and provisions of such plans and programs.     All payments due under Section 14(c)(A) shall be made within thirty (30) days after the dateof the Executive’s termination of employment.          d. **Termination Without Cause**. The Company may terminate the Executive’s employmentfor any reason upon fourteen (14) days prior written notice to the Executive. If the Executive’semployment is involuntarily terminated by the Company for any reason other than the reasons setforth in paragraphs (a), (b) or (c) of this Section 14, the Executive will be entitled to thefollowing payments and benefits:               i. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed — all as of the date oftermination of employment and all payments due under this Section 14(d)(i) shall be made withinthirty (30) days after the date of the Executive’s termination of employment;               ii. Any rights and benefits (if any) provided under plans and programs of the Company in whichthe Executive was participating at the time of the termination of his employment, determined inaccordance with the applicable terms and provisions of such plans and programs;               iii. Any prior year earned, but unpaid Bonus, which shall be paid in accordance with the termsand provisions of the applicable plan or program;               iv. Continuation of the Executive’s Base Salary, as in effect on the date of his Separationfrom Service, for a period of twenty-four (24) months commencing on the date of his Separation fromService; provided, that these payments will be made in equal monthly payments over such twenty-four(24) month period and each installment payment provided for in this Section 14(d)(iv) is a separate“payment” within the meaning of Treasury Regulation section 1.409A-2(b)(2)(i);               v. An amount equal to the pro-rated Bonus for the then-current fiscal year based on theachievement of the applicable performance goals for such fiscal year (without pro-ration of suchperformance goals) and as approved by the Compensation Committee, which bonus shall be paid at thesame time payments for that fiscal year are made to other participants, is intended to be paidwithin the short-term deferral period as defined in Code Section 409A and shall be pro-rated basedon the number of calendar days the Executive was employed during the fiscal year;
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               vi. The payment by the Company directly to the carrier for the cost of premiums, and relatedadministrative fees, for group health (medical, dental and/or vision) continuation coverage for theExecutive and the Executive’s eligible dependents under the Consolidated Omnibus BudgetReconciliation Act of 1985 (COBRA), as amended from time to time for the same level of benefits asin effect immediately prior to the Executive’s termination of employment, which shall commence onthe date that the Executive Separates from Service and continue for a period equal to the lesser of(A) twenty-four (24) months, or (B) the date the Executive and the Executive’s eligible dependentsare no longer eligible to receive continuation coverage pursuant to COBRA (the “COBRA Coverage”).In order to receive the COBRA Coverage, the Executive must timely elect COBRA Coverage within therequired time period; and               vii. The payment by the Company for all Company-sponsored life insurance programs in which theExecutive was participating or covered immediately before termination for twenty-four (24) monthsfollowing the date of his Separation from Service.          e. **Voluntary Termination by the Executive**. The Executive may resign and terminate hisemployment with the Company for any reason whatsoever upon not less than sixty (60) days priorwritten notice to the Company. In the event that the Executive terminates his employmentvoluntarily pursuant to this Section 14(e), the Executive will be entitled to the followingpayments and benefits:               i. Any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed — all, as of the date oftermination of employment; and               ii. Any rights and benefits (if any) provided under plans and programs of the Company in whichthe Executive was participating at the time of the termination of his employment, determined inaccordance with the applicable terms and provisions of such plans and programs.     All payments due under Section 14(e)(i) shall be made within thirty (30) days after the dateof the Executive’s termination of employment.          f. **Good Reason Termination**. The Executive may resign and terminate his employmentwith the Company for “Good Reason.” The Executive shall have “Good Reason” to effect a terminationof his employment if without his consent the Company (i) materially reduces the Executive’s basecompensation, except for a reduction that generally applies to executive officers, (ii) requiresthe Executive to relocate more than 50 miles from the greater Columbus, Ohio area, or (iii)diminishes the functional responsibilities of the Executive in a substantial and negative manner;all provided the Executive (A) has given written notice to the Board as to the details of the basisfor such Good Reason within thirty (30) days following the date on which the Executive alleges thecondition giving rise to such Good Reason initially occurs and the Company has failed to provide areasonable cure within thirty (30) business daysafter its receipt of such notice and (B) terminates his employment within ninety (90) days of the time in whichthe condition giving rise to such Good Reason initially occurs.
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     In the event that the Executive terminates his employment for Good Reason pursuant to thisSection 14(f), the Executive will be entitled to the payments and benefits described in Section14(d).          g. **Benefit Plans/Offset**. In the event of any termination of the Executive’semployment, whether by the Executive or the Company and for any reason, participation by theExecutive in all compensation and benefit plans of the Company will cease upon the effectivetermination date and all unvested bonuses, equity awards and other like items will immediatelylapse, except as otherwise provided in applicable Company plans or hereunder. In the event of theExecutive’s termination of employment, all amounts owed by the Executive to the Company for anyreasons whatsoever will become immediately due and payable. The Company will have the right, inits discretion, to collect any or all such amounts by offset against any amounts due to theExecutive from the Company whether or not under this Agreement; provided that such offset complieswith the requirements of Code Section 409A. Notwithstanding the foregoing, any such offset thatwould have the effect (directly or indirectly) of accelerating amounts due to the Executive underthis Agreement that are subject to Code Section 409A must meet the following requirements: (i) suchoffset must relate to a debt that was incurred in the ordinary course of the service relationshipbetween the Company and the Executive; (ii) the entire amount of reduction in any of theExecutive’s taxable years may not exceed $5,000; and (iii) the offset must be made at the same timeand in the same amount as the debt otherwise would have been due and collected from the Executive.In addition, except as specifically provided for herein, the payments provided for in Section 14 ofthis Agreement are in lieu of and supercede any severance or termination benefits to which theExecutive might otherwise be entitled, and there will be no duplication of payments or benefitsmade under this Agreement and any other agreement with, or plan, policy, or program maintained by,the Company.          h. **Certain Delays in Payment if the Executive is a Specified Employee**.Notwithstanding anything in this Agreement to the contrary, if the Executive is a “specifiedemployee” (within the meaning of Treasury Regulation section 1.409A-1(i) and as determined underthe Company’s policy for determining specified employees) on the date of his Separation fromService and the Executive is entitled to a payment and/or a benefit under this Agreement that isrequired to be delayed pursuant to Code Section 409A(a)(2)(B)(i), then such payment or benefit, asthe case may be, shall not be paid or provided for (or begin to be paid or provided for) until thefirst business day of the seventh month following the date of the Executive’s Separation fromService (or, if earlier, the date of the Executive’s death). The first payment that can be made tothe Executive following such postponement period shall include the cumulative amount of anypayments or benefits that could not be paid or provided for during such postponement period due tothe application of Code Section 409A(a)(2)(B)(i).          i. **Conditions to Payment and Benefits**. Except as required under applicable law, theobligation of the Company to make payments (other than Base Salary earned by the Executive prior tohis separation from employment and payment for any earned but unused vacation) and to provide otherbenefits to the Executive after his termination of employment under Section 14 is expresslyconditioned on (i) the Executive’s timely execution,
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without revocation, of a release of claims in a form satisfactory to the Company and (ii) theExecutive’s continued full performance of his obligations under Sections 8, 9, 10, 11, 12 and 13 tothe extent that such sections survive the Executive’s termination of employment as providedthereunder.     15. **Termination and Change in Control Agreement**. The Executive and the Company haveentered into an amended and restated Change in Control Agreement, effective December 24, 2008 (the“Change in Control Agreement”). If an event or a series of related events entitle the Executive topayments under both this Agreement and the Change in Control Agreement, the Executive will beentitled to the payments due under the Change in Control Agreement reduced by the amounts (if any)received under this Agreement before the payments become due under the Change in Control Agreementand no further payments will be due under this Agreement.     16. **Arbitration of Disputes**. Except for disputes and claims arising out of orrelating to Sections 8 through 13, disputes or controversies arising out of or relating to thisAgreement, including the basis on which the Executive is terminated, will be resolved byarbitration in accordance with the rules of the American Arbitration Association. The award of thearbitrator will be final, conclusive and non-appealable and judgment upon the award rendered by thearbitrator may be entered in any court having competent jurisdiction. The arbitrator must be anarbitrator qualified to serve in accordance with the rules of the American Arbitration Associationand one who is approved by the Company and the Executive. If the Executive and the Company fail toagree on an arbitrator, each must designate a person qualified to serve as an arbitrator inaccordance with the rules of the American Arbitration Association and these persons will select thearbitrator from among those persons qualified to serve in accordance with the rules of the AmericanArbitration Association. Any arbitration relating to this Agreement will be held in Columbus,Ohio. The Company will pay (or reimburse the Executive) for arbitration filing fees, but theCompany and the Executive will each bear its/his other fees and expenses incurred in connectionwith the arbitration proceedings unless otherwise awarded by the arbitrator[s]. With respect toany payment or reimbursement by the Company of arbitration filing fees, (a) any such reimbursementshall be made on or before the last day of the Executive’s taxable year following the taxable yearof the Executive in which the expense was incurred, (b) the amount of the fees eligible for paymentor reimbursement during any taxable year of the Executive may not affect the expenses eligible forreimbursement or payment in any other taxable year, and (c) the right to payment or reimbursementof such fees may not be subject to liquidation or exchange for any other benefit.     17. **Representation and Warranty**. The Executive represents and warrants to the Companythat no existing covenant, restriction, or other obligation restricts or limits in any way theExecutive’s ability to enter into this Agreement and to perform his duties hereunder.     18. **Notices**. Any notices to be given hereunder by either party to the other may beeffected either by personal delivery in writing or by mail, registered or certified, postageprepaid, with return receipt requested. Mailed notices shall be addressed as follows:
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          a. If to the Company:Bob Evans Farms, Inc.